File Transfer Agreement

FILE TRANSFER AGREEMENT

This File Transfer Agreement (the Agreement) is entered into as of by and between:

Provider Name:

Recipient Name:

WHEREAS

WHEREAS, Provider possesses the systems, personnel and technical capability to prepare, package and transfer electronic files and related metadata (Files) in a secure manner; and

WHEREAS, Recipient requires the transfer of specified Files for the business purpose described herein and has engaged Provider to perform such transfer under the terms set forth in this Agreement; and

WHEREAS, the parties desire to define their respective rights, duties and liabilities with respect to the transfer, receipt, handling and confidentiality of the Files.

SCOPE OF WORK

Provider shall prepare, encrypt (as applicable), transmit and confirm receipt of the Files to Recipient by the methods and schedule set forth in the Scope of Work. Provider will exercise commercially reasonable technical and organizational measures to ensure file integrity and transfer security.

PAYMENT TERMS

If any undisputed amount due under this Agreement is not received by Provider within days after the due date, interest will accrue on the outstanding balance at a rate of percent per month, or the maximum rate permitted by applicable law, whichever is lower.

TERM AND TERMINATION

Term Commencement Date:

Termination Date or Event:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination shall not relieve Recipient of its obligation to pay for Services performed and Files transferred through the effective date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information, whether oral, written, or electronic, disclosed by one party (Disclosing Party) to the other (Receiving Party) in connection with the transfer of Files, including but not limited to file contents, metadata, security credentials, business information and trade secrets. Receiving Party shall: (a) maintain Confidential Information in strict confidence using no less than the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or professional advisers who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

The confidentiality obligations set forth herein shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement by Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided Receiving Party gives Disclosing Party prompt written notice and cooperates, at Disclosing Party's expense, in seeking protective orders or other appropriate remedies.

Upon termination or expiration of this Agreement, Receiving Party shall, at Disclosing Party's election, return or securely destroy all Confidential Information and certify such destruction in writing within days.

LIMITATION OF LIABILITY AND INDEMNITY

Each party's liability for direct damages arising out of or relating to this Agreement shall be limited to the total fees paid or payable under this Agreement during the twelve (12) month period preceding the claim. Neither party shall be liable for indirect, incidental, special, punitive or consequential damages, including lost profits, even if advised of the possibility of such damages. Provider shall indemnify and defend Recipient against third party claims arising from Provider's gross negligence or willful misconduct in performing the Services; Recipient shall indemnify Provider for claims arising from Recipient's misuse of the Files or breach of confidentiality.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its choice of law rules. The parties agree that exclusive venue for any dispute arising out of this Agreement shall be the state and federal courts located within such jurisdiction unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including any attachments and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, sale of all or substantially all assets, or acquisition of controlling interest, provided the assignee assumes the assigning party's obligations hereunder.

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